Companies Rules 2014-7

[To be Published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-Section
(I)]
Government of India
Ministry of Corporate Affairs
NOTIFICATION
New Delhi, dated 27.03.2014
G.S.R -- In exercise of the powers conferred under sub-section (1) of section 88, subsection (4) of section 88, sub-section (1) of section 89, sub-section (2) section 89, subsection (6) of section 89, sub-section (1) of section 91, sub-section (2) of section 92,
sub-section (3) of section 92, sub-section (2) of section 92, section 93, sub-section (1)
of section 94, sub-section (4) of section 100, sub-section (2) of section 114, sections
102, 101, 105, 108, sub-section (5) of section 109, sections 112, 113, 110, sub-section
(3) of section 186, section 115, sub-section (1) of section 117, sub-section (1) of
section 118, sub-section (2) of section 119, section 120 and sub-section (1) of section
121, read with sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18
of 2013) and in supersession of Companies (Central Governments) General Rules and
Forms, 1956 or any other relevant rules prescribed under the Companies Act, 1956 (1 of
1956) on matters covered under these rules, except as respects things done or omitted
to be done before such supersession, the Central Government hereby makes the
following rules, namely: 1. Short title and commencement.(1)
These rules may be called the Companies (Management and

Administration) Rules, 2014.
(2)
They shall come into force on the date of their publication in the
Official Gazette.
2.Definitions.- (1) In these rules, unless the context otherwise requires,

(a)
Act means the Companies Act, 2013 (18 of 2013);
(b)
Annexure means the Annexure to these Rules;
(c)
Fees
means
the
fees
as
specified
in
the
Companies
(Registration offices and fees) Rules, 2014;

(d)
Form or an e-form means an form set forth in Annexure to

these rules which shall be used for the matter to which it relates;
(e)
Regional Director means the person appointed by the Central

Government in the Ministry of Corporate Affairs as a Regional
Director;
(f)
section means section of the Act;
(2) Words and expressions used in these rules but not defined and
defined in the Act or in Companies (Specification of definitions details)
Rules, 2014 shall have the meanings respectively assigned to them in the
Act and said rules.
3. Register of members.(1)
Every company limited by shares shall, from the date of its

registration, maintain a register of its members in Form No.
MGT.1:
Provided that in the case of existing companies, registered under
the Companies Act, 1956, particulars shall be compiled within six
months from the date of commencement of these rules.
(2)
In the case of a company not having share capital, the register of
members shall contain the following particulars, in respect of each

member, namely:-
(a) name of the member; address (registered office address in case the
member is a body corporate); e-mail address; Permanent Account
Number
or
CIN;
Unique
Identification
Number,
if
any;
Fathers/Mothers/Spouses name; Occupation; Status; Nationality; in

case member is a minor, name of the guardian and the date of birth
of the member; name and address of nominee;
(b)
date of becoming member;
(c)
date of cessation;
(d)
amount of guarantee, if any;
(e)
(f)
any other interest if any; and

instructions, if any, given by the member with regard to
sending of notices etc:
Provided that in the case of existing companies, registered under the

Companies Act, 1956, particulars shall be compiled within six months from
the date of commencement of these rules.
4. Register of debenture holders or any other security holders.Every company which issues or allots debentures or any other security shall
maintain a separate register of debenture holders or security holders, as the
case may be, for each type of debentures or other securities in Form
No.MGT.2.
5. Maintenance of the Register of members etc. under section 88.Every company shall maintain the registers under clauses (a), (b) and (c) of
sub-section (1) of section 88 in the following manner namely:(1)
The entries in the registers maintained under section 88 shall be

made within seven days after the Board of Directors or its duly
constituted committee approves the allotment or transfer of
shares, debentures or any other securities, as the case may be.
(2)
The registers shall be maintained at the registered office of the

company unless a special resolution is passed in a general
meeting authorising the keeping of the register at any other
place within the city, town or village in which the registered
office is situated or any other place in India in which more than
one-tenth of the total members entered in the register of
members reside.
(3)
Consequent upon any forfeiture, buy-back, reduction, subdivision, consolidation or cancellation of shares, issue of sweat
equity shares, transmission of shares, shares issued under any
scheme of arrangements, mergers, reconstitution or employees
stock option scheme or any of such scheme provided under this
Act
or by issue of duplicate or new share certificates or new
debenture or other security certificates, entry shall be made

within seven days after approval by the Board or committee, in
the register of members or in the respective registers, as the
case may be.
(4)
If any change occurs in the status of a member or debenture

holder or any other security holder whether due to death or
insolvency or change of name or due to transfer to Investor
Education Protection Fund or due to any other reason, entries
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thereof explaining the change shall be made in the respective

register.
(5)
If any rectification is made in the register maintained under

section 88 by the company pursuant to any order passed by the
competent authority under the Act, the necessary reference of
such order shall be indicated in the respective register.
(6)
If any order is passed by any judicial or revenue authority or by

Security and Exchange Board of India (SEBI) or Tribunal
attaching the shares, debentures or other securities and giving
directions for remittance of dividend or interest, the necessary
reference of such order shall be indicated in the respective
register.
(7)
In case of companies whose securities are listed on a stock

exchange in or outside India, the particulars of any pledge, charge,
lien or hypothecation created by the promoters in respect of any
securities of the company held by the promoter including the names
of pledgee/pawnee and any revocation therein shall be entered in
the register within fifteen days from such an event.
(8) If promoters of any listed company, which has formed a joint

venture
company
with
another
company
have
pledged
or
hypthoticated or created charge or lien in respect of any security of

the listed company in connection with such joint venture company,
the particulars of such pledge, hypothecation, charge and lien shall
be entered in the register members of the listed company within
fifteen days from such an event.
6. Index of names to be included in Register.-
(1)
Every register maintained under sub-section (1) of section 88 shall
include an index of the names entered in the respective registers and the
index shall, in respect of each folio, contain sufficient indication to enable the
entries relating to that folio in the register to be readily found:
Provided that the maintenance of index is not necessary in case the number
of members is less than fifty.
(2) The
company
shall
make
the
necessary
entries
in
the
index
simultaneously with the entry for allotment or transfer of any security in

such Register.
7. Foreign register of members, debenture holders, other security
holders or beneficial owners residing outside India.(1)
A company which has share capital or which has issued

debentures or any other security may, if so authorised by its
articles, keep in any country outside India, a
part of the
register of members or as the case may be, of debenture holders

or of any other security holders or of beneficial owners, resident
in that country (hereafter in this rule referred to as the "foreign
register").
(2)
The company shall, within thirty days from the date of the
opening of any foreign register, file with the Registrar notice of
the situation of the office in Form No.MGT.3 along with the fee
where such register is kept; and in the event of any change in
the situation of such office or of its discontinuance, shall, within
thirty days from the date of such change or discontinuance, as
the case may be, file notice in Form No.MGT.3 with the
Registrar of such change or discontinuance.
(3)
A foreign register shall be deemed to be part of the company's register

(hereafter in this rule referred to as the "principal register") of
members or of debenture holders or of any other security holders or

beneficial owners, as the case may be.
(4)
The foreign register shall be maintained in the same format as the

principal register.
(5)
A foreign register shall be open to inspection and may be closed, and

extracts may be taken there from and copies thereof may be required,
in the same manner, mutatis mutandis, as is applicable to the principal
register, except that the advertisement before closing the register shall
be inserted in at least two newspapers circulating in the place wherein
the foreign register is kept.
(6)
If a foreign register is kept by a company in any country outside India,

the decision of the appropriate competent authority in regard to the
rectification of the register shall be binding.
(7)
Entries in the foreign register maintained under sub-section (4) of

section 88 shall be made simultaneously after the Board of Directors or
its duly constituted committee approves the allotment or transfer of
shares, debentures or any other securities, as the case may be.
(8)
The company shall

(a)
transmit to its registered office in India a copy of every entry in

any foreign register within fifteen days after the entry is made;
and
(b)
keep at such office a duplicate register of every foreign register

duly entered up from time to time.
(9)
Every such duplicate register shall, for all the purposes of this Act, be
deemed to be part of the principal register.
(10) Subject to the provisions of section 88 and the rules made thereunder,
with respect to duplicate registers, the shares or as the case may be,
debentures or any other security, registered in any foreign register
shall be distinguished from the shares or as the case may be,

debentures or any other security, registered in the principal register
and in every other foreign register; and no transaction with respect to
any shares or as the case may be, debentures or any other security,
registered in a foreign register shall, during the continuance of that
registration, be registered in any other register.
(11) The company may discontinue the keeping of any foreign register; and
thereupon all entries in that register shall be transferred to some other
foreign register kept by the company outside India or to the principal
register.
8. Authentication.(1) The entries in the registers maintained under section 88 and index
included therein shall be authenticated by the company secretary of
the company or by any other person authorised by the Board for the
purpose, and the date of the board resolution authorising the same
shall be mentioned.
(2) The entries in the foreign register shall be authenticated by the
company secretary of the company or person authorised by the Board
by appending his signature to each entry.
9. Declaration in respect of beneficial interest in any shares.(1) A person whose name is entered in the register of members of a
company as the holder of shares in that company but who does not
hold the beneficial interest in such shares (hereinafter referred to as
the registered owner), shall file with the company, a declaration to

that effect in Form No.MGT.4 in duplicate, within a period of thirty
days from the date on which his name is entered in the register of
members of such company:
Provided that where any change occurs in the beneficial interest in

such shares, the registered owner shall, within a period of thirty days
from the date of such change, make a declaration of such change to
the company in Form No.MGT.4 in duplicate.
(2) Every person holding and exempted from furnishing declaration or
acquiring a beneficial interest in shares of a company not registered in
his name (hereinafter referred to as the beneficial owner) shall file
with the company, a declaration disclosing such interest in Form No.
MGT.5 in duplicate, within thirty days after acquiring such beneficial
interest in the shares of the company:
Provided that where any change occurs in the beneficial interest in
such shares, the beneficial owner shall, within a period of thirty
days from the date of such change, make a declaration of such
change to the company in Form No.MGT.5 in duplicate.
(3)
Where any declaration under section 89 is received by the

company, the company shall make a note of such declaration in the
register of members and shall file, within a period of thirty days
from the date of receipt of declaration by it, a return in Form
No.MGT.6 with the Registrar in respect of such declaration with

fee.
10. Closure of register of members or debenture holders or other
security holders.(1) A company closing the register of members or the register of
debenture holders or the register of other security holders shall give at
least seven days previous notice and in such manner, as may be specified
by Securities and Exchange Board of India, if such company is a listed
company or intends to get its securities listed, by advertisement at least
once in a vernacular newspaper in the principal vernacular language of the
district and having a wide circulation in the place where the registered
office of the company is situated, and at least once in English language in
an English newspaper circulating in that district and having wide circulation
in the place where the registered office of the company is situated and
publish the notice on the website as may be notified by the Central
Government and on the website, if any, of the Company.
(2)
The provisions contained in sub-rule (1) shall not be applicable to a
private company provided that the notice has been served on all members
of the private company not less than seven days prior to closure of the
register of members or debenture holders or other security holders.
11. Annual Return-.

(1) Every company shall prepare its annual return in Form No. MGT.7.
(2) The annual return, filed by a listed company or a company having paidup share capital of ten crore rupees or more or turnover of fifty crore rupees
or more, shall be certified by a Company Secretary in practice and the
certificate shall be in Form No. MGT.8.
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12. Extract of annual return.(1) The extract of the annual return to be attached with the Boards Report
shall be in Form No. MGT.9.
(2) A copy of the annual return shall be filed with the Registrar with such
fee as may be specified for the purpose.
13. Return of changes in shareholding position of promoters and top
ten shareholders.Every listed company shall file with the Registrar, a return in Form
No.MGT.10 along with the fee with respect to changes relating to
either increase
or decrease of
two percent, or more
in the
shareholding position of promoters and top ten shareholders of the

company in each case, either value or volume of the shares, within
fifteen days of such change.
Explanation.- For the purpose of this sub-rule, the change means

increase or decrease by two percent or more in the shareholding of
each of the promoters and each of the top ten shareholders of the
company.
14. Inspection of registers, returns etc.(1) The registers and indices maintained pursuant to section 88 and copies of
returns prepared pursuant to section 92, shall be open for inspection during
business hours,
at such
reasonable time on every working day as the
board may decide, by any member, debenture holder, other security holder
or beneficial owner without payment of fee and by any other person on
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payment of such fee as may be specified in the articles of association of the

company but not exceeding fifty rupees for each inspection.
Explanation.- For the purposes of this sub-rule, reasonable time of not less
than two hours on every working day shall be considered by the company.
(2)
Any such member, debenture holder, security holder or beneficial
owner or any other person may require a copy of any such register or entries
therein or return on payment of such fee as may be specified in the articles
of association of the company but not exceeding ten rupees for each page.
Such copy or entries or return shall be supplied within seven days of deposit
of such fee.
15. Preservation of register of members etc. and annual return.
(1)
The register of members along with the index shall be preserved

permanently and shall be kept in the custody of the company
secretary of the company or any other person authorized by the
Board for such purpose; and
(2)
The register of debenture holders or any other security holders

along with the index shall be preserved for a period of eight
years from the date of redemption of debentures or securities, as
the case may be, and shall be kept in the custody of the
company secretary of the company or any other person
authorized by the Board for such purpose.
(3)
Copies of all annual returns prepared under section 92 and

copies of all certificates and documents required to be annexed
thereto shall be preserved for a period of eight years from the
date of filing with the Registrar.
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(4)
The foreign register of members shall be preserved permanently,

unless it is discontinued and all the entries are transferred to any
other foreign register or to the principal register. Foreign register
of debenture holders or any other security holders shall be
preserved for a period of eight years from the date of
redemption of such debentures or securities.
(5)
The foreign register shall be kept in the custody of the company

secretary or person authorised by the Board.
(6)
A copy of the proposed special resolution in advance to be filed

with the registrar as required in accordance with first proviso of
sub-section (1) of section 94, shall be filed with the Registrar, at
least one day before the date of general meeting of the company
in Form No.MGT.14.
16. Copies of the registers and annual return.Copies of the registers maintained under section 88 or entries therein
and annual return filed under section 92 shall
be furnished to any
member, debenture-holder, other security holder or beneficial owner of

the company or any other person on payment of such fee as may be
specified in the Articles of Association of the company but not exceeding
rupees ten for each page and such copy shall be supplied by the
company within a period of seven days from the date of deposit of fee to
the company.
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17. Calling of Extraordinary general meeting by requistionists.(1) The members may requisition convening of
an extraordinary
general meeting in accordance with sub-section (4) of section 100,

by providing such requisition in writing or through electronic mode
at least clear twenty-one days prior to the proposed date of such
extraordinary general meeting.
(2) The notice shall specify the place, date, day and hour of the
meeting and shall contain the business to be transacted at the
meeting.Explanation.- For the purposes of this sub-rule, it is here by
clarified that requistionists should convene meeting at Registered
office or in the same city or town where Registered office is
situated and such meeting should be convened on working day.
(2)
If the resolution is to be proposed as a special resolution, the

notice shall be given as required by sub-section (2) of section
114.
(4)
The notice shall be signed by all the requistionists or by a

requistionists duly authorised in writing by all other requistionists
on their behalf or by sending an electronic request attaching
therewith a scanned copy of such duly signed requisition.
(5) No explanatory statement as required under section 102 need be

annexed to the notice of an extraordinary general meeting
convened by the requistionists and the requistionists may disclose
the reasons for the resolution(s) which they propose to move at
the meeting.
(6) The notice of the meeting shall be given to those members whose
names appear in the Register of members of the company within
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three days on which the requistionists deposit with the Company a

valid requisition for calling an extraordinary general meeting.
(7) Where the meeting is not convened, the requistionists shall have a
right to receive list of members together with their registered
address and number of shares held and the company concerned is
bound to give a list of members together with their registered
address made as on twenty first day from the date of receipt of
valid requisition together with such changes, if any, before the
expiry of the forty-five days from the date of receipt of a valid
requisition.
(8) The notice of the meeting shall be given
by
speed post or
registered post or through electronic mode . Any accidental omission to

give notice to, or the non-receipt of such notice by, any member shall
not invalidate the proceedings of the meeting.
18. Notice of the meeting.(1) A company may give notice through electronic mode.
Explanation: For the purpose of this rule, the expression electronic mode
shall mean any communication sent by a company through its authorized
and
secured
computer
programme
which
is
capable
confirmation and keeping record of such communication
of
producing
addressed to the
person entitled to receive such communication at the last electronic mail

address provided by the member.
(2) A notice may be sent through e-mail as a text or as an attachment
to e-mail or as a notification providing electronic link or Uniform
Resource Locator for accessing such notice.
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(3) (i) The e-mail shall be addressed to the person entitled to receive
such e-mail as per the records of the company or as provided
by the depository:
Provided that the company shall provide an advance opportunity atleast
once in a financial year, to the member to register his e-mail address
and changes therein and such request may be made by only those
members who have not got their email id recorded or to update a fresh
email id and not from the members whose e-mail ids are already
registered.
(ii) The subject line in e-mail shall state the name of the company,
notice of the type of meeting, place and the date on which the
meeting is scheduled.
(iii) If notice is sent in the form of a non-editable attachment to
e-mail,
such attachment shall be in the Portable Document
Format or in a non-editable format together with a 'link or

instructions' for recipient for downloading relevant version of
the software.
(iv) When notice or notifications of availability of notice are sent
by e-mail, the company should ensure that it uses a system
which produces confirmation of the total number of recipients
e-mailed and a record of each recipient to whom the notice
has been sent and copy of such record and any notices of any
failed transmissions and subsequent re-sending shall be
retained by or on behalf of the company as proof of
sending.
(v) The companys obligation shall be satisfied when it transmits
the e-mail and the company shall not be held responsible for
a failure in transmission beyond its control:
16
(vi) If a member entitled to receive notice fails to provide or

update relevant e-mail address to the company, or to the
depository participant as the case may be, the company shall not
be in default for not delivering notice via e-mail.
(vii) The company may send e-mail through in-house facility or its
registrar and transfer agent or authorise any third party
agency providing bulk e-mail facility.
(viii) The notice made available on the electronic link or Uniform

Resource Locator has to be readable, and the recipient should
be able to obtain and retain copies and the company shall
give the complete Uniform Resource Locator or address of the
website and full details of how to access the document or
information.
(ix) The notice of the general meeting of the company shall be
simultaneously placed on the website of the company if any
and on the website as may be notified by the Central
Government.
Explanation.- For the purpose of this rule, it is hereby declared
that the extra ordinary general meeting shall be held at a place
within India.
19. Proxies.(1) A member of a company registered under section 8 shall not be entitled
to appoint any other person as his proxy unless such other person is also a
member of such company.
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(2) A person can act as proxy on behalf of members not exceeding fifty and
holding in the aggregate not more than ten percent of the total share
capital of the company carrying voting rights:
Provided that a member holding more than ten percent, of the total share
capital of the Company carrying voting rights may appoint a single person
as proxy and such person shall not act as proxy for any other person or
shareholder.
(3) The appointment of proxy shall be in the Form No. MGT.11.
20. Voting through electronic means.(1) Every listed company or a company having
not less than one thousand
shareholders, shall provide to its members facility to exercise their right to

vote at general meetings by electronic means.
(2)
A member may exercise his right to vote at any general meeting by

electronic means and company may pass any resolution by electronic
voting system in accordance with the provisions of this rule.
Explanation.- For the purposes of this rule.- (i) the expressions
voting by electronic means or electronic voting system means a
secured system based process of display of electronic ballots,
recording of votes of the members and the number of votes polled in
favour or against, such that the entire voting exercised by way of
electronic means gets registered and counted in an electronic registry
in a centralized server with adequate cyber security;
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(ii) the expression secured system means computer hardware,

software, and procedure that
(a) are reasonably secure from unauthorized access and misuse;
(b) provide a reasonable level of reliability and correct operation;
(c) are reasonably suited to performing the intended functions; and
(d) adhere to generally accepted security procedures.
(iii). the expression Cyber security means protecting information,

equipment, devices, computer, computer resource, communication
device and information stored therein from unauthorised access, use,
disclosures, disruption, modification or destruction.
(3)
A company which opts to provide the facility to its members to

exercise their votes at any general meeting by electronic voting
system shall follow the following procedure, namely;
(i) the notices of the meeting shall be sent to all the members,
auditors of the company, or directors either (a) by registered post or speed post ; or
(b) through electronic means like registered e-mail id;
(c) through courier service;
(ii) the notice shall also be placed on the website of the company, if any
and of the agency forthwith after it is sent to the members;
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(iii) the notice of the meeting shall clearly mention that the business may
be transacted through electronic voting system and the company is
providing facility for voting by electronic means;
(iv) the notice shall clearly indicate the process and manner for voting by
electronic means and the time schedule including the time period during
which the votes may be cast and shall also provide the login ID and create
a facility for generating password and for keeping security and casting of
vote in a secure manner;
(v) the company shall cause an advertisement to be published, not less

than five days before the date of beginning of the voting period, at least
once in a vernacular newspaper in the principal vernacular language of the
district in
which the registered office of the company is situated, and
having a wide circulation in that district, and at least once in English

language in an English newspaper having a wide circulation in that district,
about having sent the notice of the meeting and specifying therein, inter
alia, the following matters, namely:(a)
statement that the business
may be transacted by
electronic voting;
(b)
the date of completion of sending of notices;
(c)
the date and time of commencement of voting through

electronic means;
(d)
the date and time of end of voting through electronic

means;
(e)
the statement that voting shall not be allowed beyond the

said date and time;
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(f)
website address of the company and agency, if any, where

notice of the meeting is displayed; and
(g)
contact details of the person responsible to address the

grievances connected with the electronic voting;
(vi) the e-voting shall remain open for not less than one day and not more
than three days:
Provided that in all such cases, such voting period shall be completed
three days prior to the date of the general meeting;
(vii) during the e-voting period, shareholders of the company, holding

shares either in physical form or in dematerialized form, as on the record
date, may cast their vote electronically:
Provided that once the vote on a resolution is cast by the shareholder,
he shall not be allowed to change it subsequently.
(viii) at the end of the voting period, the portal where votes are cast shall
forthwith be blocked.
(ix) the Board of directors shall appoint one scrutinizer, who may be
chartered Accountant in practice, Cost Accountant in practice, or Company
Secretary in practice or an advocate, but
not in employment of the
company and is a person of repute who, in the opinion of the Board can
scrutinize the e-voting process in a fair and transparent manner:
Provided that the scrutinizer so appointed may take assistance of a
person who is not in employment of the company and who is well-versed
with the e-voting system;
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(x) the scrutinizer shall be willing to be appointed and be available for the
purpose of ascertaining the requisite majority;
(xi) the scrutinizer shall, within a period of not exceeding three working
days from the date of conclusion of e-voting period, unblock the votes in
the presence of at least two witnesses not in the employment of the
company and make a scrutinizers report of the votes cast in favour or
against, if any, forthwith to the Chairman;
(xii)
the
scrutinizer
shall
maintain
register
either
manually
or
electronically to record the assent or dissent, received, mentioning the

particulars of name, address, folio number or client ID of the shareholders,
number of shares held by them, nominal value of such shares and whether
the shares have differential voting rights;
(xiii) the register and all other papers relating to electronic voting shall
remain in the safe custody of the scrutinizer until the chairman considers,
approves and signs the minutes and thereafter, the scrutinizer shall return
the register and other related papers to the company.
(xiv) the results declared along with the scrutinizers report shall be placed
on the website of the company and on the website of the agency within
two days of passing of the resolution at the relevant general meeting of
members;
(xv) subject to receipt of sufficient votes, the resolution shall be deemed to
be passed on the date of the relevant general meeting of members.
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21. Manner in which the Chairman of meeting shall get the poll
process scrutinised and report thereon.(1)
The Chairman of a meeting shall ensure that(a) The
Scrutinizers
Members,
are
specimen
provided
signatures
with
the
of
the
Register
of
members,
Attendance Register and Register of Proxies.

(b) The Scrutinizers are provided with all the documents
received by the Company pursuant to sections 105, 112
and section 113.
(c) The Scrutinizers shall arrange for Polling papers and
distribute them to the members and proxies present at the
meeting; in case of joint shareholders, the polling paper
shall be given to the first named holder or in his absence to
the joint holder attending the meeting as appearing in the
chronological order in the folio and the Polling paper shall
be in Form No. MGT.12.
(d)
The Scrutinizers shall keep a record of the polling papers

received in response to poll, by initialing it.
(e)
The Scrutinizers shall lock and seal an empty polling box in

the presence of the members and proxies.
(f)
The Scrutinizers shall open the Polling box in the presence

of two persons as witnesses after the voting process is
over.
(g)
In case of ambiguity about the validity of a proxy, the

Scrutinizers shall decide the validity in consultation with
the Chairman.
(h)
The Scrutinizers shall ensure that if a member who has

appointed a proxy has voted in person, the proxys vote
shall be disregarded.
23
(i)
The Scrutinizers shall count the votes cast on poll and

prepare a report thereon addressed to the Chairman.
(j)
Where voting is conducted by electronic means under the

provisions of section 108 and rules made thereunder, the
company shall provide all the necessary support, technical
and otherwise, to the Scrutinizers in orderly conduct of the
voting and counting the result thereof.
(k)
The Scrutinizers report shall state total votes cast, valid

votes, votes in favour and against the resolution including
the details of invalid polling papers and votes comprised
therein.
(l)
The Scrutinizers shall submit the Report to the Chairman

who shall counter-sign the same.
(m)
The Chairman shall declare the result of Voting

on poll. The result may either be announced by him or a
person authorized by him in writing.
(2)
The scrutinizers appointed for the poll, shall submit a report to

the Chairman of the meeting in Form No. MGT.13 and the
report shall be signed by the scrutinizer and, in case there is
more than one scrutinizer by all the scrutinizer, and the same
shall be submitted by them to the Chairman of the meeting
within seven days from the date the poll is taken.
22. Procedure to be followed for conducting business through postal

ballot.(1)
Where a company is required or decides to pass any resolution by way
of postal ballot, it shall send a notice to all the shareholders, along with a
draft resolution explaining the reasons therefor and requesting them to send
24
their assent or dissent in writing on a postal ballot because postal ballot

means voting by post or through electronic means within a period of thirty
days from the date of dispatch of the notice.
(2)
The notice shall be sent
either (a) by Registered Post or speed
post, or (b) through electronic means like registered e-mail id
or
(c)
through courier service for facilitating the communication of the assent or

dissent of the shareholder to the resolution within the said period of thirty
days.
(3)
An advertisement shall be published at least once in a vernacular
newspaper in the principal vernacular language of the district in which

the registered office of the company is situated, and having a wide
circulation in that district, and at least once in English language in an
English newspaper having a wide circulation in that district, about
having dispatched the ballot papers and specifying therein, inter alia,
the following matters, namely:-
(a)
a statement to the effect that the business is to be

transacted
by
postal
ballot
which
includes
voting
by
electronic means;
(b)
the date of completion of dispatch of notices;
(c)
the date of commencement of voting;
(d)
the date of end of voting;
(e)
the statement that any postal ballot received from the

member beyond the said date will not be valid and voting
whether by post or by electronic means shall not be allowed
beyond the said date;
25
(f)
a statement to the effect that members, who have not

received postal ballot forms may apply to the company and
obtain a duplicate thereof; and
(g)
contact details of the person responsible to address the

grievances connected with the voting by postal ballot
including voting by electronic means.
(4)
The notice of the postal ballot shall also be placed on the website
of the company forthwith after the notice is sent to the members
and such notice shall remain on such website till the last date for
receipt of the postal ballots from the members.
(5)
The Board of directors shall appoint one scrutinizer, who is not in

employment of the company and who, in the opinion of the
Board can conduct the postal ballot voting process in a fair and
transparent manner.
(6)
The scrutinizer shall be willing to be appointed and be available

for the purpose of ascertaining the requisite majority.
(7)
If a resolution is assented to by the requisite majority of the

shareholders by means of postal ballot including voting by
electronic means, it shall be deemed to have been duly passed at
a general meeting convened in that behalf.
(8)
Postal ballot received back from the shareholders shall be kept in

the safe custody of the scrutinizer and after the receipt of assent
or dissent of the shareholder in writing on a postal ballot, no
person shall deface or destroy the ballot paper or declare the
identity of the shareholder.
26
(9)
The scrutinizer shall submit his report as soon as possible after

the last date of receipt of postal ballots but not later than seven
days thereof;
(10) The scrutinizer shall maintain a register either manually or

electronically
to
record
their
assent
or
dissent
received,
mentioning the particulars of name, address, folio number or

client ID of the shareholder, number of shares held by them,
nominal
value
of
such
shares,
whether
the
shares have
differential voting rights, if any, details of postal ballots which

are received in defaced or mutilated form and postal ballot forms
which are invalid.
(11)
The postal ballot and all other papers relating to postal ballot
including voting by electronic means, shall
be under the safe
custody of the scrutinizer till the chairman considers, approves

and signs the minutes and thereafter, the scrutinizer shall return
the ballot papers and other related papers or register to the
company who shall preserve such ballot papers and other related
papers or register safely.
(12) The assent or dissent received after thirty days from the date of
issue of notice shall be treated as if reply from the member has
not been received.
(13) The results shall be declared by placing it, along with the
scrutinizers report, on the website of the company.
(14) The resolution shall be deemed to be passed on the date of at a
meeting convened in that behalf.
(15) The provisions of rule 20 regarding voting by electronic means
shall apply, as far as applicable, mutatis mutandis to this rule in
respect of the voting by electronic means.
27
(16) pursuant to clause (a) of sub-section (1) of section 110, the

following items of business shall be transacted only by means of
voting through a postal ballot(a)
alteration of the objects clause of the memorandum and in

the case of the company in existence immediately before the
commencement of the Act, alteration of the main objects of
the memorandum;
(b)
alteration of articles of association in relation to insertion or

removal of provisions which, under sub-section (68) of section
2, are required to be included in the articles of a company in
order to constitute it a private company;
(c)
change in place of registered office outside the local limits of

any city, town or village as specified in sub-section (5) of
section 12;
(d)
change in objects for which a company

from public through prospectus and
has raised money
still has any unutilized
amount out of the money so raised under sub-section (8) of

section 13;
(e)
issue of shares with differential rights as to voting or dividend

or otherwise under sub-clause (ii) of clause (a) of section 43;
(f)
variation in the rights attached to a class of shares or

debentures or other securities as specified under section 48;
(g)
buy-back of shares by a company under sub-section (1) of

section 68;
28
(h)
election of a director under section 151 of the Act;
(i)
sale of the whole or substantially the whole of an undertaking

of a company as specified under sub-clause (a) of sub-section
(1) of section 180;
(j)
giving loans or extending guarantee or providing security in

excess
of the limit specified under sub-section (3) of section
186:
Provided that One Person Company and other companies having members
upto two hundred are not required to transact any business through postal
ballot.
23. Special Notice.(1)
A special notice required to be given to the company shall be
signed, either individually or collectively by such number of members

holding
not less than one percent of total voting power or holding shares
on which an aggregate sum of not less than five lakh rupees has been paid
up on the date of the notice.
(2)
The notice referred to in sub-rule (1) shall be sent by members to

the company not earlier than three months but at least fourteen
days before the date of the meeting at which the resolution is to
be moved, exclusive of the day on which the notice is given and
the day of the meeting.
(3)
The company shall immediately after receipt of the notice, give

its members notice of the resolution at least seven days before the
meeting , exclusive of the day of dispatch of notice and day of the
meeting , in the same manner as it gives notice of any general
meetings.
29
(3)
Where it is not practicable to give the notice in the same manner

as it gives notice of any general meetings, the notice shall be
published in English language in English newspaper and in
vernacular language in a vernacular newspaper, both having wide
circulation in the State where the registered office of the Company
is situated and such notice shall also be posted on the website, if
any, of the Company.
(4)
The notice shall be published at least seven days before the

meeting, exclusive of the day of publication of the notice and day
of the meeting.
24. Resolutions and agreements to be filed.A copy of every resolution or any agreement required to be filed, together
with the explanatory statement under section 102, if any, shall be filed
with the Registrar in Form No. MGT.14 along with the fee.
25. Minutes of proceedings of general meeting, meeting of Board of
Directors and other meetings and resolutions passed by postal
ballot.(1)
(a) A distinct minute book shall be maintained for each type of

meeting namely:(i)
general meetings of the members;
(ii)
meetings of the creditors
(iii)
meetings of the Board; and
(iv)
meetings of each of the committees of the Board.
Explanation.- For the proposes of this sub-rule, resolutions passed by

postal ballot shall be recorded in the minute book of general meetings as
if it has been deemed to be passed in the general meeting.
30
(b)
(i) The minutes of proceedings of each meeting shall be entered

in the books maintained for that purpose along with the date of
such entry within thirty days of the conclusion of the meeting.
(ii) In case of every resolution passed by postal ballot, a brief report

on the postal ballot conducted including the resolution proposed, the
result of the voting thereon and the summary of the scrutinizers
report shall be entered in the minutes book of general meetings along
with the date of such entry within thirty days from the date of passing
of resolution.
(d) Each page of every such book shall be initialed or signed and the last
page of the record of proceedings of each meeting or each report in such
books shall be dated and signed
(i)
in the case of minutes of proceedings of a meeting of the Board or

of a committee thereof, by the chairman of the said meeting or the
chairman of the next succeeding meeting;
(ii)
in the case of minutes of proceedings of a general meeting, by the

chairman of the same meeting within the aforesaid period of thirty
days or in the event of the death or inability of that chairman
within that period, by a director duly authorised by the Board for
the purpose;
(iii)
In case of every resolution passed by postal ballot, by the chairman

of the Board within the aforesaid period of thirty days or in the
event of there being no chairman of the Board or the death or
inability of that chairman within that period, by a director duly
authorized by the Board for the purpose.
31
(e) The minute books of general meetings, shall be kept at the registered
office of the company and shall be preserved permanently and kept in the
custody of the company secretary or any director duly authorised by the
board or at such other place as may be approved by the Board.
(f) The minutes books of the Board and committee meetings shall be
preserved permanently and kept in the custody of the company secretary
of the company or any director duly authorized by the Board for the
purpose and shall be kept in the registered office or such place as Board
may decide.
26. Copy of minute book of general meeting.Any member shall be entitled to be furnished, within seven working days
after he has made a request in that behalf to the company, with a copy of
any minutes of any general meeting, on payment of such sum as may be
specified in the articles of association of the company, but not exceeding a
sum of ten rupees for each page or part of any page:
Provided that a member who has made a request for provision of soft copy in
respect of minutes of any previous general meetings held during a period
immediately preceding three financial years shall be entitled to be furnished,
with the same free of cost.
27. Maintenance and inspection of document in electronic form.(1) Every listed company or a company having not less than one thousand
shareholders, debenture holders and other security holders, shall maintain
its records, as required to be maintained under the Act or rules made there
under, in electronic form.
32
Explanation.- For the purposes of this sub-rule, it is hereby clarified that

in case of existing companies, data shall be converted from physical mode to
electronic mode within six months from the date of notification of provisions
of section 120 of the Act.
(2)
The records in electronic form shall be maintained in such manner as

the Board of directors of the company may think fit,
Provided that (a)
the records are maintained in the same formats and in

accordance with all other requirements as provided in
the Act or the rules made there under;
(b)
the information as required under the provisions of the

Act or the rules made there under should be adequately
recorded for future reference;
(c)
the
records
must
be
capable
of
being
readable,
retrievable and reproducible in printed form;

(d)
the records are capable of being dated and signed

digitally wherever it is required under the provisions of
the Act or the rules made there under;
(e)
the records, once dated and signed digitally, shall not

be capable of being edited or altered;
(f)
the records shall be capable of being updated, according

to the provisions of the Act or the rules made there
under, and the date of updating shall be capable of
being recorded on every updating.
Explanation: - For the purpose of this rule, the term "records means
any register, index, agreement, memorandum, minutes or any other
document required by the Act or the rules made there under to be kept
by a company.
33
28. Security of records maintained in electronic form.- (1)
The
Managing Director, Company Secretary or any other director or officer of

the company as the Board may
decide shall be responsible for the
maintenance and security of electronic records.

(2)
The person who is responsible for the maintenance and security
of electronic records shall(a)
provide
adequate
protection
against
unauthorized
access, alteration or tampering of records;

(b)
ensure against loss of the records as a result of damage

to, or failure of the media on which the records are
maintained;
(c)
ensure that the signatory of electronic records does not

repudiate the signed record as not genuine;
(d)
ensure that computer systems, software and hardware

are adequately secured and validated
accuracy,
reliability
and
to ensure their
consistent
intended
performance;
(e)
ensure that the computer systems can discern invalid

and altered records;
(f)
ensure that records are accurate, accessible,
and
capable of being reproduced for reference later;

(g)
ensure that the records are at all times capable of

being retrieved to a readable and printable form;
(h)
ensure that records are kept in a non-rewriteable and

non-erasable format like pdf. version or some other
version which cannot be altered or tampered;
34
(i)
ensure that at least one backup, taken at a periodicity

of not exceeding one day, are kept of the updated
records kept in
electronic form, every backup
is
authenticated and dated and such backups shall be

securely kept at such places as may be decided by the
Board;
(j)
limit the access to the records to the managing director,

company secretary or any other director or officer or
persons performing work of the company as may be
authorized by the Board in this behalf;
(k)
ensure that any reproduction of non-electronic original

records in electronic form is complete, authentic, true
and legible when retrieved;
(l)
arrange and index the records in a way that permits

easy location, access and retrieval of any particular
record; and
(m)
take necessary steps to ensure security, integrity and

confidentiality of records.
29. Inspection and copies of records maintained in electronic

form.Where a company maintains its records in electronic form, any duty
imposed by the Act or rules made there under to make those records
available for inspection or to provide copies of the whole or a part of
those records, shall be construed as a duty to make the records
available for inspection in electronic form or to provide copies of those
records containing a clear reproduction of the whole or part thereof, as
the case may be on payment of not exceeding ten rupees per page.
35
30. Penalty
If any default is made in compliance with any of the provisions of this
rule, the company and every officers or such other person who is in
default shall be punishable with fine which may extend to five
thousand rupees and where the contravention is a continuing one, with
a further fine which may extend to five hundred rupees for every day
after the first during which such contravention continues.
31. Report on Annual General Meeting.(1) The report in pursuance of the provisions of sub-section (1)
of section 121 shall be prepared in the following manner,
namely:(a) the report under this section shall be prepared in addition to
the minutes of the general meeting;
(b) the report shall be signed and dated by the Chairman of the
meeting or in case of his inability to sign, by any two
directors of the company, one of whom shall be the
Managing director, if there is one and company secretary of
the company;
(c) the report shall contain the details in respect of the
following, namely:(i)
the day, date, hour and venue of the annual

general meeting;
(ii)
confirmation
with
respect
to
appointment
of
Chairman of the meeting;

(iii)
(iv)
(v)
number of members attending the meeting;

confirmation of quorum;
confirmation with respect to compliance of the Act
and the Rules, secretarial standards made there
under
with
respect
to
conducting the meeting;

36
calling,
convening
and
(vi)
business transacted at the meeting and result

thereof;
(vii)
particulars
with
respect
to
any
adjournment,
postponement of meeting, change in venue; and

(viii)
(d)
any other points relevant for inclusion in the report.
the Report shall contain fair and correct summary of the proceedings of
the meeting.
(2) The copy of the report prepared in pursuance of sub-section (1) of

section 121 and sub-rule (1), shall be filed with the Registrar in Form
No. MGT.15 within thirty days of the conclusion of the annual general
meeting along with the fee.
File No. 01/34/2013 CL-V

(Renuka Kumar),
Joint Secretary to the Govt of India.
Annexure
37
Form No. MGT-1

Register of members
[Pursuant to section 88 (1)(a) of the Companies Act, 2013 and rule 3(1) of the Companies
(Management and Administration) Rules, 2014]
Name of the company:
Registered office address:
(TO BE MAINTAINED SEPARATELY FOR EACH CLASS OF SHARES )

Class of shares:
Nominal value per share (in Rs.):
Total shares held:
FOLIO NO.
Personal details
Name of the member:
Name of joint holders, if any:
Address/ Registered address (in case of body corporate):
E-mail Id:
CIN/ Registration No.:
Unique Identification No:
Fathers/ Mothers/ Spouses name:
Status:
Occupation:
PAN No.
Nationality:
In case member is a minor,
Name of Guardian:
Date of birth of minor:
Details of membership
38
Date of becoming member:

Date of declaration under section 89, if applicable:
Name and address of beneficial owner:
Date of receipt of nomination, if applicable:
Name and address of nominee:
No. of shares kept in abeyance, if applicable:
Record of lien on shares, if applicable:
Date of cessation of membership:
Instructions
Particulars of dividend mandates, power of attorney and other instructions, if any:
Instruction for sending notices etc., if any:
Details of share holding
Allotment
Date
of No.
of Distinctive
Folio
of Name of the
No./ Transfer allotment/
shares
numbers
transferor, if transferor, if
No.
allotted/
(both
applicable
transfer
applicable
transferred inclusive)
From
(1)
(2)
(3)
(4)
Date of issue Certificate No. Lock
in
or
period,
if
endorsement
any
of
To
(5)
Amount (Rs)
(6)
If shares are
issued for
consideration
share
other than
certificate
Payable
Paid /
cash, brief
Deemed Due
particulars
to be
paid
39
thereof
(7)
Date
transfer/
(8)
(9)
(10)
of No. of shares Distinctive

transferred/
numbers
Folio
(11)
of Name
transferee
of Balance
transferee
shares (after
transmission/ transmitted/
(both
transfer
forfeiture
inclusive)
transmission/
redemption
etc
/ forfeited
/redeemed
forfeiture
From
etc
To
redemption
etc)
(12)
Remarks
(13)
(14)
(15)
Authentication
/ signature
(18)
(19)
40
(16)
(17)
/
/
Form No. MGT-2

Register of debenture holders/ other securities holders
[Pursuant to section 88(1)(b) and ( c) of the Companies Act, 2013 and rule 4 of the Companies
(TO BE MAINTAINED SEPARATELY FOR EACH CLASS OF DEBENTURES / OTHER
SECURITIES IN RESPECT OF EACH HOLDER)
Class of debentures / other securities:
Nominal value per unit (in Rs.):
Total no. of debentures / other securities held:
FOLIO NO.
Personal details
Name of the debenture holder/other security holder:
Name of joint holders, if any:
Address/ Registered address (in case of body corporate):
E-mail Id:
PAN/ CIN/ Registration No.:
Unique Identification No:
Fathers/ Mothers/ Spouses name:
Occupation, if any:
Nationality:
In case debenture holder/other security holder is a minor:
Name of Guardian:
Date of birth of minor:
Details of holding
Date of becoming debenture holder/ other security holder:
41
Date of receipt of nomination:

Name and address of nominee:
No. of debentures / securities kept in abeyance, if any:
Record of lien on debentures / securities , if any :
Date of cessation as debenture holder/ other security holder:
Details of Security
Whether repayment of the debentures / other securities is secured:
Yes / No
If secured, date of registration of charge with the ROC:

Charge Identification Number allotted for the charge
Brief particulars of the assets to secure such debentures / other securities:
Instructions
Particulars of interest mandates, power of attorney and other instructions, if any:
Instruction for sending notices of class meetings, etc., if any:
Details of debentures / other securities
Allotment
No./ Date
transfer No.
of No.
of Distinctive
Folio
of Name of the
allotment/
debentures numbers
transferor, transferor, if
transfer
if
other (both
securities
inclusive)
allotted/
From
applicable
applicable
To
transferred
(1)
(2)
(3)
(4)
(5)
Date of issue / Certificate No.

endorsement of
certificate
Amount ( Rs.)
Payable
Paid
/ Due
deemed to
be paid
42
(6)
If debentures
/ other
securities
issued for
consideration
other than
cash, brief
particulars
thereof
(7)
(8)
Date of transfer/ No.
of
(9)
units Distinctive
transmission/
transferred/
redemption
transmitted/
forfeiture
(11)
left
Folio
numbers
transferee
Name of the
transferee
(both inclusive)
/redeemed
From
(12)
(13)
units Other remarks
To
(14)
Authentication
(after
transfer,
transmission,
redemption etc)
(16)
of
of forfeited
securities
Balance
(10)
(17)
(18)
43
(15)
Form No. MGT-3

Notice of situation or change of situation or discontinuation of
situation, of place where foreign register shall be kept
[Pursuant to section 88(4) of the Companies Act, 2013 and rule 7(2)
of the Companies (Management and Administration) Rules, 2014]
1. (a) CIN:
(b) GLN:
2. (a) Name of the company:
(b) Registered office address:
(c) E-mail id:
3. This notice is in respect of:
Situation of office where foreign register is kept
Change of situation of office where foreign register is
kept
Discontinuance of maintenance of foreign register
4. Foreign register relates to
Register of members
Register of debenture holders
Register of other security holders
Beneficial owners
Part A: Notice of situation of office where foreign register is
kept
5. Notice is hereby given that the foreign register shall be kept at:
Address
Line I
Line II
City
44
District
State
ISO Country Code
Country
Pin Code
E-mail ID
Part B: Notice of change of situation where foreign register is

kept
6. Existing situation of the office where the foreign register is kept:
7. Purpose for changing such office:
8. Notice is hereby given that the foreign register shall be kept with
effect from at:
Address
Line I
Line II
City
District
State
Country
Pin Code
E-mail ID
Part C: Notice of discontinuance of maintenance of foreign

register
9.
Existing situation of the office where the foreign register is kept:
10. Reason for such discontinuance:
45
11. Notice is hereby given that the foreign register is discontinued to

be maintained at the existing situation with effect from.. and
all the entries in the said register is transferred to
Another foreign register maintained at
The principal register
Date:
Place:
Signature
46
Form No. MGT-4

Declaration by the registered owner of shares who does not hold
the beneficial interest in such shares
[Pursuant to section 89(1) of the Companies Act, 2013 and rule 9(1) of the
Companies (Management and Administration) Rules, 2014]
ToName of the company
1. Particulars of the Registered owner of shares:
(i) Name :
(ii) Fathers / Mothers / Spouse name:
(iii) Occupation :
(iv)Whether citizen of India
Yes
No
(v)Nationality
(vi)Date of Birth
__________
(vii)Gender
Male
Female
(viii) PAN No.

(ix) Proof of Identity :
For Indian Nationals :
(Any of the following):

Income-tax permanent account number
Voters identity card number
Passport number
Driving License
Unique Identification Number (UIN)
For Foreign nationals and Non Resident Indians :

Passport
Others
47
(x)
(xi)
Permanent Residential Address

ISO Country Code
Country
Phone
Mobile
Fax
Email ID
Whether present residential address is same as the permanent

residential address :
Yes
No
If no, present residential address

ISO Country Code
Country
Phone
Mobile
Fax
Email ID
2. Particulars of the shares in respect of which declaration is being

made by the registered owner:
i)
Class of shares:
ii)
Number of shares:
iii) Distinctive numbers:
From. To..
iv) Certificate No.:

v)
Folio No.
vi) Nominal value of shares:

vii) Paid up value of shares:
3. Declaration:
In pursuance of sub-section (1) of section 89 of the Companies Act,
2013, I .hereby declare that the person (s) name below
hold(s) the beneficial interest in the above mentioned shares registered
in my name in the register of members of the company:
Sl. No.
Name of the
Address and
48
Date of birth/ Fathers/
beneficial
E-mail id
Age
Spouses
owner(s)
name
(1)
(2)
(3)
(4)
Occupation
Nationality
PAN/ UIN/
Passport No.
CIN (in case
(in case of
of company)
foreign
(5)
Distinctive
No., if
applicable.
national)
(6)
(7)
(8)
(9)
4. Details of the beneficial interest:

i)
Nature of the beneficial interest:
ii)
Date of creation of the beneficial interest:
iii)
Reasons for not registering shares in the name of the beneficial

owner(s):
iv)
Particulars of the instrument/ document, if any, showing the

creation of such beneficial interest:
5. Particulars of change in beneficial interest:

i)
Date of change:
ii)
Nature of the change in the beneficial interest:
iii)
Brief particulars of such change:
iv)
Reason for such change:
v)
Particulars of the instrument/ document, if any, showing the

change in such beneficial interest:
Date:
Place:
Signature of the registered owner
Enclosures:
(a) Proof of identity of the registered owner and beneficial owner
(b) Instrument/ document under which the beneficial interest is created/
transferred/ changed.
49
Form No. MGT-5

Declaration by the beneficial owner who holds or acquires
beneficial interest in shares but whose name is not entered
in the register of members
[Pursuant to sub-section (2) and (3) of section 89 of the
Companies Act, 2013 and rule 9(2) of the Companies (Management
and Administration) Rules, 2014]
ToName of the company
1. Particulars of the shares in which beneficial interest is
held by the person making declaration:
i)
Class of shares:
ii)
Number of shares:
iii)
Distinctive numbers:
iv)
Certificate No.:
v)
Folio No.
From. To..
vi)
Nominal value of shares:
vii)
Paid up value of shares:
2. Particulars of the beneficial owner

Sl. No.
Name of the Address
Date of
Fathers/
beneficial
birth/ Age
Mothers
and E-mail
50
owner(s)
id
Spouses
name
(1)
(2)
(3)
(4)
Occupation
Nationality
PAN/ UIN/
Passport
CIN (in
No. (in
case of
case of
company)
foreign
(5)
national)
(6)
(7)
(8)
(9)
3. Declaration
In pursuance of sub-section (2) of section 89 of the Companies Act
2013, I hereby declare that I hold / have
acquired the beneficial interest in the above mentioned shares of
the company which are registered in the name of the person
whose particulars are furnished below:
4. Particulars of the registered owner
Sl. No.
Name of the Address
Date of
Fathers/
registered
and E-mail
birth/ Age
Spouses
owner
id
name
(1)
(2)
(3)
(4)
Occupation
Nationality
PAN/ UIN/
Passport
CIN (in
No. (in
case of
case of
company)
foreign
national)
(6)
(7)
(8)
5. Details of the beneficial interest:
51
(9)
(5)
i)
Date of creation / acquisition of beneficial interest:
ii)
Mode of acquisition of beneficial interest: Allotment /

Transfer / others, specify
iii) Nature of the beneficial interest:

iv) Reasons for not registering shares in my name:
v)
Particulars of the instrument/ document, if any, showing

the creation of such beneficial interest:
6. Particulars of the person from whom the beneficial interest

is acquired, if applicable:
i)
Name of the transferor of beneficial interest:
ii)
Whether shares were registered in his name:

(If not, whether any declaration under sub-section (2) of
section 89 was filed by him to the company. If so, date of
such declaration)
iii) Particulars of the instrument/ document, if any, showing

the transfer of such beneficial interest:
7. Particulars of change in beneficial interest:
i)
Date of change:
ii)
Nature of the change in the beneficial interest:
iii) Brief particulars of such change:

iv) Reason for such change:
v) Particulars of the instrument/ document, if any, showing the
change in such beneficial interest:
Date:
Place:
Signature of beneficial owner
CERTIFICATE
52
I hereby certify that the beneficial interest in the shares mentioned

above has been transferred by me on .
Signature of the person who has transferred the beneficial interest in
the shares
Date:
Place:
Enclosures:
1. Proof of identity of the registered owner and beneficial
owner;
2. Instrument/ document under which the beneficial interest
is created/ transferred/ changed.
53
Form no. MGT-6

Return to the Registrar in respect of declaration under section 89
received by the company
[Pursuant to section 89(6) of the Companies Act, 2013 and rule 9 (3) of
the Companies (Management and Administration) Rules, 2014]
1. (a) CIN:
(b) GLN:
(c) E-mail id:
3. Particulars of beneficial interest:
S. No.
Date of
Date of receipt
Particulars of shares in
declarations of the said
respect of which beneficial
under sub-
interest is created
declarations
54
section (1),
by the
Class
No. of
(2) or (3)
company
of
shares Nos. of
of section
shares
Distinctive
shares
89
(1)
(2)
(3)
Particulars of shares in
(4)
(5)
(6)
Particulars of registered owner
respect of which
beneficial interest is
created
Face value Paid up
Name &
of shares
Nationality and e-
Mothers
entry
mail id
Spouses
in the
name
register
value of
shares
(7)
(8)
Address Fathers/
(9)
(10)
(11)
Particulars of beneficial owner
Date and
Name &
Fathers/
Nature of
Spouses
beneficial
name
interest
Address
Nationality and e-mail

id
(14)
(15)
(16)
(17)
Date of
(12)
Folio
No.
(13)
Remarks
(18)
Date:
Place:
Signature:
Attachments:
1. declaration under section 89 (1);
4. Optional attachments, if any.
55
Form No. MGT-7

ANNUAL RETURN
As on the financial year ended on _______
of
--------------------PRIVATE LIMITED / LIMITED
[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 11(1) of the
I.
REGISTRATION AND OTHER DETAILS:

i) CIN:-
- PREFILL
56
Foreign Company Registration Number/GLN:Registration Date

Date
ii)
Month
Year
Category of the Company: - [Pl. tick]

1
2
Public Company
Private company
(
(
)
)
iii) Sub Category of the Company:- [ Please tick whichever are

applicable]
1
2
3.
4
Government Company
Small Company
One Person Company
Subsidiary of Foreign
Company
5
NBFC
6
Guarantee Company
7
Limited by shares
8
Unlimited Company
9
Company having share
capital
10 Company not having share
capital
11 Company Registered under
Section 8
iv)
(
(
(
(
)
)
)
)
(
(
(
(
(
)
)
)
)
)
Whether shares listed on recognized Stock Exchange(s) - Yes/No

If yes, details of stock exchanges where shares are listed
Sl No.
1.
2.
3.
v)
Stock Exchange Name
AGM details :
57
Code
Date
AGM held
AGM not held
Month
Year
-Date of AGM
- Due date of AGM
Whether extension of AGM was granted Yes / No. ( If yes, provide

reference number , date of approval letter and the period upto which
extension granted)
If Annual General Meeting was not held, specify the reasons for not holding
the same.
vi)
NAME AND REGISTERED OFFICE ADDRESS OF COMPANY:

(To be filled in manually)
Company Name
Address
Town / City
State
Pin Code:
Country Name :
Telephone
:
With STD
Area Code
Fax Number
Country Code:
Number
Email Address : Website, if any:

[ Please provide valid and current email-id of the dealing officer]
Name of the Police Station having jurisdiction where the registered
office is situated
Address for correspondence, if different from address of registered
office:
(In case of foreign company, please give address of principal place of
business in India) :
Address
Town / City
:
58
State
Telephone
With STD
Fax Number
Pin Code:
Area Code
Number
Email Address :
[ Please provide valid and current email-id of the dealing officer ]
vii)
Name and Address of Registrar & Transfer Agents ( RTA ):- Full
address and contact details to be given.
Name of Registrar & Transfer Agents:
Address
Town / City
State
Telephone
With STD
Fax Number
Pin Code:
Area Code
Number
Email Address :
[ Please provide valid and current email-id of the dealing officer of RTA
]
II.
PRINCIPAL BUSINESS ACTIVITIES OF THE

COMPANY
All the business activities contributing 10 % or more of the total
turnover of the company shall be stated:Sl. No.
Name and
NIC Code of
% to total
Description of
the Product/
turnover of the
main products /
service
company
services
1
2
3
59
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE

COMPANIES [ No. of Companies for which information is being filled] -
S.
N0
NAME AND
ADDRESS OF
THE
COMPANY
CIN/GLN HOLDING/
SUBSIDIARY
/
ASSOCIATE
% of
shares
held
Applicable
Section
1
2
IV.
SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE

COMPANY
i)
SHARE CAPITAL:
a)
Authorised Share Capital :
Class of Shares
No. of
Shares
Equity [ specify for each type ]

At the beginning of the year
Changes during the year (Increase)
1.
2.
Changes during the year ( Decrease)
1.
2.
At the end of the year
Preference [ specify for each type ]
60
Nominal Total Nominal

value
value of shares
per share
[Rs.]
[Rs.]

1.
2.
1.
2.
Unclassified [ specify for each type ]
1.
2.
1.
2.
-At the end of the year
Total Authorized Capital at the
beginning of the year
Total Authorised Capital at the end of

the year
(Autofill)
b)
Issued Share Capital :
Class of Shares
No. of
Shares

61
Nominal
value
per share
[Rs.]
Total Nominal
value of shares
[Rs.]
Changes during the year(Increase)

1.
2.
1.
2.
1.
2.
Changes during the year (Decrease)
1.
2.
Total Issued Share Capital at the
Changes during the year (Decrease)

Total Issued Share Capital at the end of
the year
(Autofill)
c) Subscribed Share Capital:

Class of Shares
No. of
Shares
Equity [specify for each type]

62
Nominal
value
per share
[Rs.]
Total Nominal
value of shares
[Rs.]
Changes during the year( increase)

1.
2.
1.
2.
1.
2.
1.
2.
Total Subscribed Share Capital at the

Changes during the year ( Decrease
Total Subscribed Share Capital at the
end of the year
(Autofill)
d)(i) Paid up Share Capital :

Class of Shares
No. of
Shares
63
Nominal
value
per share
[Rs.]
Total Paid - up
value of shares
[Rs.]

Changes during the year
1. Increase
i. Public Issue
ii. Private Placement / Preferential
Allotment
iii. ESOS
iv. Sweat Equity
v. Conversion Pref. shares /
Debentures
vi. Conversion into equity
vii. GDR / ADR
viii. Others, please specify.
2.Decrease
i. Buy-back
ii. Forfeiture
iii. Re-issue of forfeited shares
iv. Reduction
v. Others, please specify
-Changes during the year
1. Increase
2. Redemption
3. Forfeiture
4. Re-issue of forfeited shares
5. Reduction
6. ..
Total Paid-up Share Capital at the
Changes during the year( Increase)

-
64
Changes during the year ( Decrease

Total Paid-up Share Capital at the
end of the year
(Autofill)
d)(ii) Details of stock split / consolidation during the year (for each class of
shares):
Class of shares
Before split /
consolidation
After split /
Consolidation
Number of shares
Face value per share
ii)
Debentures
Type of Debentures
i)
No. of
Debentures
Non-convertible ( for each

type)

1. Increase
2. Redemption
3. ..
ii) Partly-convertible ( for each
type)
1. Increase
2. Redemption
3. Converted
4. ..
65
Nominal Value Total Paid-up

per Debenture value of
[Rs.]
Debentures
[Rs.]

iii)
Fully-convertible ( for
each type)
1. Increase
2. Converted
3. ..
Total Amount of Debentures
1. Increase
2. Redemption
3. Converted
4. ..
( Auto fill)
iii)
Other Securities
Type of
Securities
Number of Nominal
Securities Value
of each
Unit ( Rs)
Total
Nominal
Value
[Rs.]
Paid up
Value
of each
Unit ( Rs)
Total Paid
up
Value
[Rs.]
1.
2.
3.
Total
Amount:-
iv)
Securities Premium Account
Class of Securities on which
No. of
66
Premium Total Premium
premium received
Securities
per unit
[Rs.]
Premium on Equity [specify for each

type ]
1. Increase
i) Public Issue
ii) Private Placement / Preferential
Allotment
iii) ESOS
iv) Conversion Pref. shares /
Debentures
v) GDR / ADR
vi) other, please specify.
2. Decrease
i) Utilisation for issue of bonus shares
ii) ..
iii)
Premium on Other Securities
[ specify for each type ]
1. Increase
i) Fresh issue
ii) ..
2. Decrease
i) Premium on redemption
ii) .
Total securities premium at the
Beginning of the year
Change during the year

Increase
Decrease
67
[Rs.]
Total securities premium at the end of

the year
(Autofill)
V.
Turnover and net worth of the company (as defined in the Act)
(i) Turnover:
- Turnover at the end of the financial year
(ii) Net worth of the Company:
- Net worth at the end of the financial year
VI.
SHARE HOLDING PATTERN (Equity Share Capital Breakup as

percentage of Total Equity)
i) Category-wise Share Holding

Category of
Shareholders
No. of Shares held at the


end of the year
Demat Phys
ical
Dem
at
Tota
l
% of
Total
Shar
es
A. Promoter
s
(1) Indian
a) Individual/
HUF
b) Central
Govt
c) State Govt
(s)
d) Bodies
Corp.
e) Banks / FI
f) Any
68
Phy
sica
l
Total
% of
Total
Shar
es
%
Change
during
the year
Other.
Sub-total
(A) (1):(2) Foreign
a) NRIs Individuals
b) Other
Individuals
c) Bodies
Corp.
d) Banks / FI
e) Any
Other.
Sub-total
(A) (2):Total
shareholdin
g of
Promoter
(A) =
(A)(1)+(A)(
2)
B. Public
Shareholdin
g
1.
Institutions
a) Mutual
Funds
b) Banks / FI
c) Central
Govt
d) State
Govt(s)
e) Venture
Capital
Funds
69
f) Insurance
Companies
g) FIIs
h) Foreign
Venture
Capital
Funds
i) Others
(specify)
Sub-total
(B)(1):2. NonInstitutio
ns
a) Bodies
Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual
shareholders
holding
nominal share
capital upto
Rs. 1 lakh
ii) Individual
shareholders
holding
nominal share
capital in
excess of Rs 1
lakh
c) Others
(specify)
Sub-total
(B)(2):Total Public
Shareholding
(B)=(B)(1)+
(B)(2)
C. Shares
held by
70
Custodian
for GDRs &
ADRs
Grand Total
(A+B+C)
B.
Shareholding of Promoters
Sl
N
o.
Sharehold
ers Name
Shareholding at the
Share holding at the end

of the year
No.
of
Shar
es
No.
of
Shar
es
% of
total
Shares
of the
compa
ny
%of
Shares
Pledged /
encumbe
red to
total
shares
% of
total
Shares
of the
compa
ny
%of
Shares
Pledged /
encumbe
red to
total
shares
%
chan
ge in
share
holdi
ng
durin
g the
year
1
2
3
Total
C.
Change in Promoters Shareholding ( please specify, if there is no

change)
Sl.
No.
Shareholding at the
No. of
% of total
shares
shares of
the
company
At the
beginning of
the year
Date wise
Increase /
Decrease in
Promoters
Share
holding
during the
year
specifying
71
Cumulative Shareholding
during the year
No. of
% of total shares
shares
of the company
the reasons
for increase
/ decrease
(e.g.
allotment /
transfer /
bonus/
sweat
equity etc):
At the End
of the year
D.
Shareholding Pattern of top ten Shareholders (other than

Directors, Promoters and Holders of GDRs and ADRs):
Sl.
No.
Shareholding at the
For Each of
No. of
% of total
the Top 10
shares
shares of
Shareholders
the
company
At the
beginning of
the year
Date wise
Increase /
Decrease in
Share holding
during the
year
specifying the
reasons for
increase /
decrease (e.g.
allotment /
transfer /
bonus / sweat
equity etc):
At the End of
the year ( or
on the date of
72
during the year
No. of
% of total
shares
shares of the
company
separation, if
separated
during the
year)
E.
Shareholding of Directors and Key Managerial Personnel:
Sl.
No.
For Each
of the
Directors
and KMP
At the
beginning of
the year
Date wise
Increase /
Decrease in
Share
holding
during the
year
specifying
the reasons
for increase
/ decrease
(e.g.
allotment /
transfer /
bonus/
sweat
equity etc):
Shareholding at the
No. of
% of total
shares
shares of
the
company
during the year
No. of
% of total shares
shares
of the company
At the End
of the year
F. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued
but not due for payment
Secured Loans Unsecured Deposits Total
excluding
Loans
Indebtedness
73
deposits
Indebtedness at the
beginning of the financial
year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not
due
Total (i+ii+iii)
Change in Indebtedness
during the financial year
Addition
Reduction
Net Change
Indebtedness at the
end of the financial year
i) Principal Amount
due
Total (i+ii+iii)
VII. DETAILS OF MEMBERS, DEBENTURE HOLDERS AND OTHER
SECURITIES HOLDER
1] Ledger Folio of Share /Debenture Holder/Other security holderShare/Debenture Holder/ Other security holders full Name:
Fathers/Mothers / Spouses Name
Joint Holders Full Name
Type of Share/
Debenture/other security
1 - Equity, 2 - Preference
3 Debentures 4-other security
Number of Shares/
Amount per
74
Debentures Held/
Other securities held
Share / Debenture/other
security (in Rs.)
Date of becoming
a member / Debenture holder/other security holder:-
Address
Town / City
District
State
Country
Pin Code
:
:
(Information to be furnished in separate sheet or in electronic mode as

per the format)
[Following additional details to be given by Company without share
capital]
(a) Total number of members at the date of incorporation/end of
previous financial year..
(b) Number of persons who have become members since incorporation /
end of previous financial year
(c) Number of persons who have ceased to be members since
incorporation / end of previous financial year.
(d) Number of members as on the end of financial year.
VIII. Details of shares / debentures transfers since the close of last
financial year [or in the case of the first return at any time since the
incorporation of the Company.)
Date of closure of previous financial year
Date
Date of Registration of Transfer of Shares

Year
75
Month
Date
Year
Month
Type of Security
Number of
shares/debenture .
1. Equity Shares 2. Preference

Shares 3. Debentures
Nominal Value (each in Rs)
Ledger Folio of Transferor:

Transferors Name
Ledger Folio of Transferee:
Transferees Name
(Information to be furnished in separate sheet or in electronic mode as
per the format)
IX.
PROMOTERS/DIRECTORS / KEY MANAGERIAL PERSONNEL AND

CHANGES THEREIN
[ Designation:- P- Promoter, C Chairman, CMD- Chairman cum
Managing Director,
CW-Chairman cum Whole time Director W Whole
Time Director, CS Company Secretary, M Manager, D Director, MD
Managing Director, CEO-Chief Executive Officer, CFO-Chief Financial
Officer]
[ Category:- I- Independent, N- Nominee, A- Alternate, ED-Executive
Director, NED- Non-Executive Director ]
1] Promoter(s): [Give total no. of Promoters - ]
Status: Company/ies:
CIN / GIN PREFILL
Name
Country of Incorporation
Address of Regd Office
Individual/s
Full Name
Nationality
Address
76
2] Details of Directors:
i)
Composition of Board of Directors
Category
At the beginning of the At the end of the year

year
No of
% of total No of
% of total
Directors Number of Directors
Number of
Directors
Directors
A. Promoter
i) Executive Directors
ii) Non-Executive
Directors
Sub-total (A)
B. Non-Promoter
i)
ii)
iii)
Executive
Directors
Non-Executive &
Independent
Directors
Non-Executive &
non-Independent
Directors
Sub-total (B)
C. Nominee Directors
i)
ii)
iii)
iv)
v)
representing
lending institutions
/ banks
representing
investing
institutions
representing Govt
representing small
share holders
Others, if any..
Sub-total (C)
Total ( A+B+C+)
ii) Details of Individual Directors
Directors:
[Give total no. of Directors - ]

77
DIN: -
[ PREFILL]
Full Name:
Fathers/ Mothers / Spouses Name
[As per DIN]
Nationality-
I -Indian
Date of Birth
F-Foreign
Date Month
Designation:
Year
Category:-
Occupation:Email-id:No. of Equity Shares held in the Company:Date of Appointment

Date Month Year
Date of Ceasing:
Date Month Year
Residential Address:
Town / City
District
State
Pin Code
Details of Directorships in other companies and changes therein

Sl. Name of
CIN of the Type of
Designation**
No. the Company Company Company *
78
Date of Date of
Appoint- Cessation
ment
1
2
3
*Listed Company-L, Unlisted Public Company-U, Private Company-P,

OPC O
** C Chairman, CMD- Chairman cum Managing Director, CWChairman cum Whole time Director W Whole Time Director, D
Director, MD Managing Director,
ED- Executive Director, NED Non-Executive Director, AD- Alternate
Director
3] Key Managerial Personnel:

i) Managing Director / CEO / Manager/Whole time director
DIN/PAN / UIN/ PASSPORT NO :Full Name:
[ As per DIN/PAN/UIN/PASSPORT NO. ]
NationalityDate of Birth
I -Indian
F-Foreign
Date Month
Year
Designation:
Date of Appointment
Date Month Year
Date of Ceasing:
Date Month Year
Town / City
District
State
79
Pin Code
ii)
Company Secretary
PAN / UIN/ PASSPORT NO :Full Name:
[As per PAN/UIN/PASSPORT NO. ]
Date
I -Indian
F-Foreign
Month
Designation:
Year
Membership No.
Date of Appointment
Date Month Year
Date of Ceasing:
Date Month Year
Town / City
District
State
Pin Code
iii) Chief Financial Officer

DIN/PAN / UIN/ PASSPORT NO :Full Name:
[ As per DIN/PAN/UIN/PASSPORT NO. ]
80
I -Indian
F-Foreign
Date Month
Year
Designation:
Date of Appointment
Date Month Year
Date of Ceasing:
Date Month Year
Town / City
District
State
Pin Code
iv)
Others, if any
PAN / UIN/ PASSPORT NO :Full Name:
[As per PAN/UIN/PASSPORT NO. ]
I -Indian
F-Foreign
Date Month
Year
Designation:
Date of Appointment
Date Month Year
Date of Ceasing:
Date Month Year
81
X.
Town / City
District
State
Pin Code
MEETINGS OF MEMBERS/CLASS OF
MEMBERS/BOARD/COMMITTEES OF THE BOARD OF DIRECTORS
A. MEMBERS/CLASS /REQUISITIONED/NCLT/COURT CONVENED
MEETINGS
Type of
meeting
Date of Total Number of Attendance

meeting Members entitled
to attend meeting
Number % of total
shareholding
Annual
General
Meeting [AGM]
Extra-Ordinary
General
Meeting
[EOGM]
Class Meeting
NCLT/ Court
Requisitioned
B. BOARD MEETINGS
S. No. Date of meeting Total No. of
Directors on the
Date of Meeting
82
No. of Directors
attended
% of
Attendance
1
2
3
C. COMMITTEE MEETINGS
NO. OF COMMITTEES
NAME OF THE COMMITTEE:
S. No. Date of meeting Total No. of
Members of the
Committee
No. of Members
attended
% of attendance
1
2
3
[Separate sheet to be attached for each Committee]
D. ATTENDANCE OF DIRECTORS
Sl. Name
No.of the
Director
Board Meetings
Committee Meetings
( Taking all
the Committee Meetings
together of which a Director is
a member)
No of
No. of
% of
No. of No. of % of
Meetings Meetings attendanceMeetings Meetings attendance
Held
attended
Held
attended
Whether
attended
last AGM
held on
....(Y/N)
1
2
3
4
XI.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or
Manager:
Sl.
no.
Particulars of Remuneration
Name of MD/WTD/
Manager
----
83
---
---
Total
Amount
----
1.
Gross salary
(a) Salary as per provisions
contained in section 17(1)
of the Income-tax Act,
1961
(b) Value of perquisites u/s
17(2) Income-tax Act,
1961
(c) Profits in lieu of salary
under section 17(3) Incometax Act, 1961
2.
Stock Option
3.
Sweat Equity
4.
Commission
- as % of profit
- others, specify
Others, please specify
Total (A)
Ceiling as per the Act
5.
B. Remuneration to other directors:

Sl.
no.
Name of Directors
-----
1. Independent Directors
Fee for attending board /
committee meetings
Commission
Total (1)
2. Other Non-Executive
Directors
84
----
----
Total
Amount
---
committee meetings
Commission
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
Overall Ceiling as per the Act
C.
REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN
MD/MANAGER/WTD
Sl.
no.
Particulars of
Remuneration
Key Managerial Personnel

CEO
1.
Gross salary
(a) Salary as per
provisions
contained in
section 17(1) of
the Income-tax
Act, 1961
(b) Value of
perquisites u/s
17(2) Income-tax
Act, 1961
(c) Profits in lieu of
salary under section
17(3) Income-tax
Act, 1961
2.
Stock Option
3.
Sweat Equity
4.
Commission
- as % of
profit
- others, specify
85
Company CFO Total

Secretary
5.
Others, please
specify
Total
XII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type
Section of
the
Companies
Act
A. COMPANY
Penalty
Brief
Details of
Authority
Description Penalty /
[RD / NCLT
Punishment/ / COURT]
Compounding
fees imposed
B.
Appeal
made,
if any
(give
Details)
Punishment
Compounding
B.
DIRECTORS
Penalty
Punishment
Compounding
C.
Penalty
OTHER OFFICERS IN DEFAULT
Punishment
Compounding
XIII. MATTERS RELATED TO CERTIFICATION OF COMPLIANCES AND

DISCLOSURES
86
A.
CERTIFICATION OF COMPLIANCES
Details of events / matters in respect of which the company was liable to

file returns or comply with requisite provisions of the Companies Act and
rules made thereunder;Description Date Section& Due date
Date of
Concerned Reasons
of the
Of
Description for filing / Filing
with
Authority for
Event
The
compliance SRN/ SRN/(ROC/ NCLTdelay,
/ Matter event
compliance/Court)
if any
B.
DISCLOSURES
1. Closure of Register
of Members /
Debenture Holders /
other security
holders
Date of
Purpose
Closure of
Register /
Record Date
Date of
Public
Notice
2. Declaration of
Dividend
Interim Dividend
Final Dividend
Date of
Declaration
Percentage
Dividend
Per Share
3. Delisting of Shares /
Securities, if any
Name of
Stock
Exchange
from where
it is delisted
Date of
Delisting
Remarks
4. Change in Nominal
Value of Shares /
Sub-division
Consolidation
Nominal
Value per
share
before
Change
Nominal
Value per
share after
Change
Date of
Change
87
No. of Days
for which
Register of
Members
was closed
5. Particulars of intercorporate loans,

investments, etc
Name of the Aggregate

body
amount of
corporate
loans,
investments
During the
year
(for each
body
corporate)
Relation
with such
body
corporate
(whether it
is holding,
subsidiary
or
associate)
Remarks
6. Contracts or
arrangements in
which directors are
interested / related
party transactions
Name of the Date of

director /
disclosure
related
of interest
party
Date of
contract /
arrangemen
t
Brief
particulars
of the
contract /
arrangement
Details of resolutions
passed by postal
ballot
Brief
Particulars
of
resolution
Number of
votes cast
For Against
XIV. Details in respect of shares held by or on behalf of

the FIIs.
Name of
FII
Address
Country
Regn. No. with % of share
Of
SEBI / RBI
holding
Incorporation
XV. OTHER DISCLOSURES

(1) Corporate Social Responsibility
88
(a) Amount spent by the company during the financial year in pursuance of
its Corporate Social Responsibility policy
(b) The amount spent as percentage of the average net profits of the company
made during the three immediately preceding financial years(2) Limits under following sections of the Act:Section
Brief Description
186(2) [loan and investment by
company]
180(1)(c) [restrictions on powers of
board]
Limit (Rs.)
3) Disclosure of Directors All the Directors have furnished notices in form 12.1 and additional
disclosures,wherever applicable, during the year;
Each independent director has given a declaration that he meets the
criteria of independence as provided in sub-section (6) of section 149.
4] The Company has duly appointed/re-appointed -----------Chartered
Accountant as the Auditor of the Company at the annual general meeting held
on----------------We certify that:
(a)
The return states the facts, as they stood on the date of the closure of
the financial year aforesaid correctly and adequately.
(b)
The whole of the amount of unpaid/

unclaimed dividend/other
amounts as applicable have been transferred to the Investor Education
and Protection Fund in accordance with section 125 of the Act.
(c)
The Company has maintained all the registers as per the provisions of
the Act and the rules made there under and
(d)
Unless otherwise anything in contrary is stated expressly elsewhere in

this Return, the Company has complied with the applicable provisions
of the Act during the financial year.
(Certificates to be given by Private Companies)

(e)
The company has not, since the date of the closure of the last financial
year with reference to which the last return was submitted or in the
case of a first return since the date of the incorporation of the
89
company, issued any invitation to the public to subscribe for any

securities of the company.
(f)
Where the annual return discloses the fact that the number of
members, except in case of a one person company, of the company
exceeds two hundred, the excess consists wholly of persons who under
second proviso to clause (ii) of sub-section (68) of section 2 of the Act
are not to included in the reckoning the number of two hundred.
(g)
The Company continues to be a Private Company during the financial

year.
(Certificate to be given only by One Person Company / Small

Company)
(i)
The Company continues to be one person company / small company.

Signed
Director:
Company Secretary /Company Secretary in practice

Notes:Notes:1] Under Section 92(1) of the Act, the Annual Return is to be signed both by a
Director and a Company Secretary, or where there is no Company Secretary, by
a Company Secretary in practice.
2] Under proviso to Section 92(1) of the Act, the Annual Return of
a One
Person Company and a Small Company shall be signed by the Company

Secretary or where there is no Company Secretary, by a director of the
company.
3] Under sub section (2) of Section 92 of the Act, the Annual Return of a listed
company or by a company having such paid-up capital and turnover as may be
prescribed shall also be certified by a company secretary in practice in the
prescribed manner.
90
Form No. MGT-8

[Pursuant to section 92(2) of the Companies Act, 2013 and rule 11(2) of
CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE
I/ We have examined the registers, records and books and papers of ----------- Limited/Private Limited (the Company) as required to be maintained
under the Companies Act, 2013 (the Act) and the rules made thereunder for
the financial year ended on ----------------- , 20----. In my/ our opinion and
to the best of my information and according to the examinations carried out
by me/ us and explanations furnished to me/ us by the company, its officers
and agents, I/ we certify that:
A. the Annual Return states the facts as at the close of the aforesaid financial
year correctly and adequately.
B. during the aforesaid financial year the Company has complied with provisions
of the Act & Rules made there under in respect of:
1. its status under the Act;
2. maintenance of registers/records & making entries therein within the time
prescribed therefor;
3. filing of forms and returns as stated in the annual return, with the Registrar
of Companies, Regional Director, Central Government, the Tribunal , Court or
other authorities within/beyond the prescribed time;
4. calling/ convening/ holding meetings of Board of Directors or its
committees, if any, and the meetings of the members of the company on
due dates as stated in the annual return in respect of which meetings,
proper notices were given and the proceedings including the circular
resolutions and resolutions passed by postal ballot, if any, have been
91
properly recorded in the Minute Book/registers maintained for the purpose

and the same have been signed;
5. closure of Register of Members / Security holders, as the case may be.
6. advances/loans to its directors and/or persons or firms or companies
referred in section 185 of the Act;
7. contracts/arrangements with related parties as specified in section 188 of
the Act;
8. issue or allotment or transfer or transmission or buy back of securities/
redemption of preference shares or debentures/ alteration or reduction
of share capital/ conversion of shares/ securities and issue of security
certificates in all instances;
9. keeping in abeyance the rights to dividend, rights shares and bonus shares
pending registration of transfer of shares in compliance with the
provisions of the Act
10. declaration/ payment of dividend;
dividend/other amounts
transfer of unpaid/
unclaimed
as applicable to the Investor Education and
Protection Fund in accordance with section 125 of the Act;

11. signing of audited financial statement as per the provisions of section
134 of the Act and report of directors is as per sub - sections (3), (4) and
(5) thereof;
12. constitution/ appointment/ re-appointments/ retirement/ filling up casual
vacancies/ disclosures of the Directors, Key Managerial Personnel and
the remuneration paid to them;
13. appointment/ reappointment/ filling up casual vacancies of auditors as
per the provisions of section 139 of the Act;
14. approvals required to be taken from the Central Government, Tribunal,
Regional Director, Registrar, Court or such other authorities under the
various provisions of the Act;
15. acceptance/ renewal/ repayment of deposits;
16. borrowings from its directors, members, public financial institutions,
banks and others and creation/ modification/ satisfaction of charges in
92
that respect, wherever applicable;

17. loans and investments or guarantees given or providing of securities to
other bodies corporate or persons falling under the provisions of section
186 of the Act ;
18. alteration of the provisions of the Memorandum and/ or Articles
of
Association of the Company;

Place:
Date:
Signature:
Name of Company Secretary in practice:
C.P. No. :
Note: The qualification, reservation or adverse remarks; if any, may be stated

at the relevant place(s).
93
Form No. MGT-9

EXTRACT OF ANNUAL RETURN
as on the financial year ended on _______
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
I.
REGISTRATION AND OTHER DETAILS:

i)
CIN:-
ii)
Registration Date
iii)
Name of the Company
iv)
Category / Sub-Category of the Company
v)
Address of the Registered office and contact details
vi)
Whether listed company
vii)
Name, Address and Contact details of Registrar and Transfer
Yes / No
Agent, if any
II.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total
turnover of the company shall be stated:Sl. No.
Name and
NIC Code of
% to total
Description of
the Product/
turnover of the
main products /
service
company
services
1
2
3
94
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE

COMPANIES NAME AND
CIN/GLN HOLDING/
% of
Applicable
S.
ADDRESS OF
SUBSIDIARY shares
Section
N0 THE
/
held
COMPANY
ASSOCIATE
1
2
IV.
SHARE HOLDING PATTERN (Equity Share Capital Breakup as

percentage of Total Equity)
i) Category-wise Share Holding

Category of
Shareholders


end of the year
Demat Phys
ical
Dem
at
Tota
l
% of
Total
Shar
es
A.
Promoter
s
(1) Indian
g) Individual/
HUF
h) Central
Govt
i) State Govt
(s)
j) Bodies
Corp.
k) Banks / FI
l) Any
Other.
Sub-total
(A) (1):(2) Foreign
95
Phy
sica
l
Total
% of
Total
Shar
es
%
Change
during
the year
a) NRIs Individuals
b) Other
Individuals
c) Bodies
Corp.
d) Banks / FI
e) Any
Other.
Sub-total
(A) (2):Total
shareholdin
g of
Promoter
(A) =
(A)(1)+(A)(
2)
B. Public
Shareholdin
g
1.
Institutions
a) Mutual
Funds
b) Banks / FI
c) Central
Govt
d) State
Govt(s)
e) Venture
Capital
Funds
f) Insurance
Companies
g) FIIs
h) Foreign
Venture
Capital
96
Funds
i) Others
(specify)
Sub-total
(B)(1):2. NonInstitutio
ns
a) Bodies
Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual
shareholders
holding
nominal share
capital upto
Rs. 1 lakh
ii) Individual
shareholders
holding
nominal share
capital in
excess of Rs 1
lakh
c) Others
(specify)
Sub-total
(B)(2):Total Public
Shareholding
(B)=(B)(1)+
(B)(2)
C. Shares
held by
Custodian for
GDRs & ADRs
Grand Total
(A+B+C)
(ii)Shareholding of Promoters
97
Sl
N
o.
Sharehold
ers Name
Shareholding at the
Share holding at the end

of the year
No.
of
Shar
es
No.
of
Shar
es
% of
total
Shares
of the
compa
ny
%of
Shares
Pledged /
encumbe
red to
total
shares
% of
total
Shares
of the
compa
ny
%of
Shares
Pledged /
encumbe
red to
total
shares
%
chan
ge in
share
holdi
ng
durin
g the
year
1
2
3
Total
(iii) Change in Promoters Shareholding ( please specify, if there
is no change)
Sl.
No.
Shareholding at the
No. of
% of total
shares
shares of
the
company
At the
beginning of
the year
Date wise
Increase /
Decrease in
Promoters
Share
holding
during the
year
specifying
the reasons
for increase
/ decrease
(e.g.
allotment /
transfer /
bonus/
sweat
98
during the year
No. of
% of total shares
shares
of the company
equity etc):
At the End
of the year
(iv) Shareholding Pattern of top ten Shareholders (other than
Directors, Promoters and Holders of GDRs and ADRs):
Sl.
No.
Shareholding at the
For Each of
No. of
% of total
the Top 10
shares
shares of
Shareholders
the
company
At the
beginning of
the year
Date wise
Increase /
Decrease in
Share holding
during the
year
specifying the
reasons for
increase /
decrease (e.g.
allotment /
transfer /
bonus / sweat
equity etc):
during the year
No. of
% of total
shares
shares of the
company
At the End of
the year ( or
on the date of
separation, if
separated
during the
year)
(v) Shareholding of Directors and Key Managerial Personnel:
Sl.
Shareholding at the
99
No.

For Each
No. of
% of total
of the
shares
shares of
Directors
the
and KMP
company
At the
beginning of
the year
Date wise
Increase /
Decrease in
Share
holding
during the
year
specifying
the reasons
for increase
/ decrease
(e.g.
allotment /
transfer /
bonus/
sweat
equity etc):
during the year

No. of
% of total shares
shares
of the company
At the End
of the year
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued
but not due for payment
Secured Loans Unsecured Deposits Total
excluding
Loans
Indebtedness
deposits
Indebtedness at the
beginning of the financial
year
i) Principal Amount
100
due
Total (i+ii+iii)
Change in Indebtedness
during the financial year
Addition
Reduction
Net Change
Indebtedness at the
end of the financial year
i) Principal Amount
due
Total (i+ii+iii)
VI.
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL

PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or
Manager:
Sl.
no.
1.
Gross salary
(a) Salary as per provisions
contained in section 17(1)
of the Income-tax Act,
1961
Name of MD/WTD/
Manager
----
(b) Value of perquisites u/s

17(2) Income-tax Act,
1961
(c) Profits in lieu of salary
under section 17(3) Incometax Act, 1961
101
---
---
Total
Amount
----
2.
Stock Option
3.
Sweat Equity
4.
Commission
- as % of profit
- others, specify
Total (A)
Ceiling as per the Act
5.
B. Remuneration to other directors:

Sl.
no.
Name of Directors
-----
----
----
Total
Amount
---
3. Independent Directors
committee meetings
Commission
Total (1)
4. Other Non-Executive
Directors
committee meetings
Commission
Total (2)
Total (B)=(1+2)
Total Managerial
Remuneration
Overall Ceiling as per the Act
C.
REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN
MD/MANAGER/WTD
102
Sl.
no.
Particulars of
Remuneration
Key Managerial Personnel

CEO
1.
Company CFO Total

Secretary
Gross salary
(a) Salary as per
provisions
contained in
section 17(1) of
the Income-tax
Act, 1961
(b) Value of
perquisites u/s
17(2) Income-tax
Act, 1961
(c) Profits in lieu of
salary under section
17(3) Income-tax
Act, 1961
2.
Stock Option
3.
Sweat Equity
4.
Commission
- as % of
profit
- others, specify
Others, please
specify
5.
Total
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type
Section of
the
Companies
Act
Brief
Details of
Authority
Description Penalty /
[RD / NCLT
Punishment/ / COURT]
Compounding
fees imposed
103
Appeal
made,
if any
(give
Details)
A. COMPANY
Penalty
K.
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C.
Penalty
OTHER OFFICERS IN DEFAULT
Punishment
Compounding
104
Form No. MGT-10

Changes in shareholding position of promoters and top ten shareholders
[Pursuant to section 93 of the Companies Act, 2013 and rule 13 of the Companies
1. (a) CIN:
(b) GLN:
(c) E-mail id:
3. Name of the stock exchange where the shares of the company are listed:
(i)
(ii)
4. Details of change in shareholding position of promoters:
Name of
No. of
% of
Change in share
No. of shares held
the
shares held
shareholding
holding in number
after the change
Promoter
before the
before the
of shares
change
change
(+) Increase (-)

decrease
(1)
(2)
(3)
(4)
105
(5)
% of shareholding
Reason for change
No. of shares
after the change
Remarks
pledged/
encumbered after
the change
(6)
(7)
(8)
5.Details of change in shareholding position of top ten share holders:

Name of
No. of
% of
Change in share
No. of shares held
the share
shares held
shareholding
holding in number
after the change
holders
before the
before the
of shares
change
change
(+) Increase (-)

decrease
(1)
(2)
% of shareholding
(3)
(4)
Reason for change
No. of shares
after the change
(5)
Remarks
pledged/
encumbered after
the change
(6)
(7)
(8)
Signature
106
Date :
Place:
107
Form No. MGT-11

Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3)
CIN:
Registered office:
Name of the member (s):

Registered address:
E-mail Id:
Folio No/ Client Id:
DP ID:
I/We, being the member (s) of . shares of the above named
company, hereby appoint
1. Name:
Address:
E-mail Id:
Signature:., or failing him
2. Name:
Address:
E-mail Id:
Signature:., or failing him
3. Name:
Address:
E-mail Id:
Signature:.
108
as my/our proxy to attend and vote (on a poll) for me/us and on my/our
behalf at the ..Annual general meeting/ Extraordinary general
meeting of the company, to be held on the day of. At. a.m. /
p.m. at(place) and at any adjournment thereof in respect of
such resolutions as are indicated below:
Resolution No.
1.
2
3.
Signed this day of 20.
Affix
Revenue
Stamp
Signature of shareholder
Signature of Proxy holder(s)
Note: This form of proxy in order to be effective should be duly

completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of
the Meeting.
109
Form No. MGT-12

Polling Paper
[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of
the Companies (Management and Administration) Rules, 2014]
Name of the Company:
Registered office:
110
BALLOT PAPER
S
Particulars
Details
No
1.
Name of the First Named

Shareholder (In block letters)
2.
Postal address
3.
Registered folio No. / *Client ID

No.
(*Applicable
to
investors
holding shares in dematerialized

form)
4.
Class of Share
I hereby exercise my vote in respect of Ordinary/ Special resolution

enumerated below by recording my assent or dissent to the said resolution in
the following manner:
No.
No Item No.
shares
of I assent to the I dissent from

held resolution
by me
1.
111
the resolution
Place:
Date:
(Signature of the shareholder)
112
FORM No. MGT-13

Report of Scrutinizer(s)
[Pursuant to rule section 109 of the Companies Act, 2013 and rule 21(2)
To,
__________________________
Chairman
______________ Annual / Extraordinary General Meeting of the Equity
Shareholders of ___________ Limited
Held on ______________ at _________________
Dear Sir,
I/We,
____________________________,
*and
___________________________, appointed as Scrutinizer(s) for the

purpose of the poll taken on the below mentioned resolution(s), at the
___________
meeting
______________Limited,
of
the
held
Equity
on
Shareholders
_______________
of
at
________________, submit our report as under:
1.
After the time fixed for closing of the poll by the Chairman,
________ ballot boxes kept for polling were locked in my/our
presence with due identification marks placed by me/us.
2.
The locked ballot boxes were subsequently opened in my/our

presence and poll papers were diligently scrutinized. The poll
papers were
reconciled with the records maintained by the
Company / Registrar and Transfer Agents of the Company and the

authorizations / proxies lodged with the Company.
113
3.
The poll papers, which were incomplete and/or which were

otherwise found defective have been treated as invalid and kept
separately.
OR
I/We did not find any poll papers invalid.
* Not applicable if there is only one scrutinizer appointed.
4.
The result of the Poll is as under:
(a)
Resolution
_______
________________________________________
(Reproduce Item No. and heading of the Resolution)
(i) Voted in favour of the resolution:

Number of members
Number of
% of total
present and voting
votes cast by
number of
them
valid votes
(in person or by proxy)
cast
(ii) Voted against the resolution:

Number of members
Number of
% of total
present and voting
votes cast by
number of
114
them
valid votes
cast
(iii) Invalid votes :

Total number of members
Total number of votes
cast by them
whose votes were declared

invalid
(c)
Resolution
_______
________________________________________
(Reproduce Item No. and heading of the Resolution)
(i) Voted in favour of the resolution:

Number of members
Number of
% of total
present and voting
votes cast by
number of
them
valid votes
(in person or by
cast
proxy)
115
(ii) Voted against the resolution:

Number of members
Number of
% of total
present and voting
votes cast by
number of
them
valid votes
cast
(iii) Invalid votes :

Total number of members
Total number of votes
cast by them
whose votes were declared

invalid
---------------------------- (Enumerate depending on the number of

resolutions for which poll is taken)
5.
A Compact Disc (CD) containing a list of equity shareholders who

voted FOR, AGAINST and those whose votes were declared
invalid for each resolution is enclosed.
6.
The poll papers and all other relevant records were sealed and
handed over to the Company Secretary / Director authorized by
the Board for safe keeping.
116
Thanking you,
Yours faithfully,
Place:
Dated:
Name/s and Signature/s of the Scrutinizer/s
117
118
Filing of Resolutions
and agreements to
the Registrar
FORM NO.
MGT.14
[Pursuant to section 94(1), 117(1)
of The Companies Act, 2013 and
Form
language
English
Hindi
section
192o of
The oCompanies
Act,
Refer the instruction kit for filing the form.
1956 and rules made thereunder]
Pre-fill
1.(a)*Corporate identity number (CIN) of company

(b) Global location number (GLN) of company
2.(a) Name of the company
(b) Address of the
registered office
of the company
(c)*e-mail ID of the company

3. *Registration of
Resolution(s)
Agreement
Postal ballot resolution(s) under Section 110
Proposed resolution under section 94(1)
4. Date of dispatch of notice for passing of

(a) Resolution(s)
(DD/MM/YYYY)
(b) Postal ballot resolution(s)
(DD/MM/YYYY)
5. Date of passing of
(a) Resolution(s)
(DD/MM/YYYY)
(b) Postal ballot resolution(s)
(DD/MM/YYYY)
6. Number of resolution(s) for which the form is being filed

Details of the resolution
I.
(a) (i) Section of the Companies Act, 2013 under which passed
(ii) Section of the Companies Act, 1956 under which passed
(b) Purpose of passing the resolution
If others, mention the section and purpose
119
(c) Subject matter of the resolution
(d) Mention whether resolution passed by postal ballot

o Yes o No
(e) Indicate the authority passing or agreeing to the resolution
o Board of directors o Shareholders o Class of shareholders o Creditors
(f) Whether ordinary or special resolution or with requisite majority
o Ordinary resolution o Special resolution o Requisite majority
7. (a) In case of alteration in object clause, whether there is any change in the industrial activity of the company
o Yes o No
(b) If yes, provide the main division of new industrial activity of the company
Description of the main division
8. In case of voluntary winding up under section 304, provide the following details
(a) Mode of winding up o Members o Creditors
(b) Date of commencement of winding up
(DD/MM/YYYY)
(c) Number of liquidators
Details of liquidator(s)
I.
Income-tax permanent account number (Income-tax PAN)
Name
Address
Line I
Line II
City
State
Country
Pin Code
9. Details of agreement
(a) Date of agreement
(DD/MM/YYYY)
(b) (i) Section of the Companies Act, 2013 under which entered
(ii) Section of the Companies Act, 1956 under which entered
(c) Purpose of entering into the agreement
120
If others, mention the section and purpose
(d) Subject matter of the agreement
(e) Indicate the authority adopting the agreement

o Board of directors o Shareholders o Class of shareholders o Creditors
10. Service request number(SRN) of Form INC.28
11. Total number of members as on the date of filing
Attachments
List of Attachments
1. Copy(s) of resolution(s) along with copy of

explanatory statement under section 102
2. Altered memorandum of association
3. Altered articles of association
4. Copy of agreement
5. Optional attachment(s) - if any
Attach
aAttach
ttachme
nt(s) - if
aAttach
ttachme
any
nt(s) - if
aAttach
ttachme
any
nt(s) - if
aAttach
ttachme
any
- if
ant(s)
ttachme
any
nt(s) - if
any
5. Optional attachment(s) - if any
Remove Attachment
Declaration
I am authorized by the Board of Directors of the Company vide resolution number
Dated
(DD/MM/YYYY) to sign this form and declare that all the requirements of Companies Act, 2013
and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have
been complied with. I further declare that:
1. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no
information material to the subject matter of this form has been suppressed or concealed and is as per the
original records maintained by the company.
2. All the required attachments have been completely and legibly attached to this form. It is also certified that
copy of the resolution(s) or agreement(s) filed herewith is or are a true copy(s) of the original.
3. Any application, writ petition or suit had not been filed regarding the matter in respect of which this
petition/application has been made, before any court of law or any other authority or any other Bench or the
Board and not any such application, writ petition or suit is pending before any of them.
*To be digitally signed by
DSC Box
*Designation
Name of liquidator
*Director identification number of the director; or Income-tax
121
PAN of the liquidator; DIN or Income-tax PAN of manager or

CEO or CFO; or membership number of Company secretary;
Note: Attention is also drawn to provisions of Section 448 and 449 which provide for
punishment for false statement and punishment for false evidence respectively
122

Companies Rules 2014-7

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Companies Rules 2014-7

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[To be Published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-Section

These rules may be called the Companies (Management and

2.Definitions.- (1) In these rules, unless the context otherwise requires,

Act means the Companies Act, 2013 (18 of 2013);

Annexure means the Annexure to these Rules;

(Registration offices and fees) Rules, 2014;

Form or an e-form means an form set forth in Annexure to

Regional Director means the person appointed by the Central

section means section of the Act;

Every company limited by shares shall, from the date of its

In the case of a company not having share capital, the register of

members shall contain the following particulars, in respect of each

Fathers/Mothers/Spouses name; Occupation; Status; Nationality; in

date of becoming member;

amount of guarantee, if any;

any other interest if any; and

Provided that in the case of existing companies, registered under the

The entries in the registers maintained under section 88 shall be

The registers shall be maintained at the registered office of the

or by issue of duplicate or new share certificates or new

debenture or other security certificates, entry shall be made

If any change occurs in the status of a member or debenture

thereof explaining the change shall be made in the respective

If any rectification is made in the register maintained under

If any order is passed by any judicial or revenue authority or by

In case of companies whose securities are listed on a stock

(8) If promoters of any listed company, which has formed a joint

hypthoticated or created charge or lien in respect of any security of

6. Index of names to be included in Register.-

Every register maintained under sub-section (1) of section 88 shall

simultaneously with the entry for allotment or transfer of any security in

A company which has share capital or which has issued

register of members or as the case may be, of debenture holders

A foreign register shall be deemed to be part of the company's register

members or of debenture holders or of any other security holders or

The foreign register shall be maintained in the same format as the

A foreign register shall be open to inspection and may be closed, and

If a foreign register is kept by a company in any country outside India,

Entries in the foreign register maintained under sub-section (4) of

The company shall

transmit to its registered office in India a copy of every entry in

keep at such office a duplicate register of every foreign register

shall be distinguished from the shares or as the case may be,

the registered owner), shall file with the company, a declaration to

Provided that where any change occurs in the beneficial interest in

Where any declaration under section 89 is received by the

No.MGT.6 with the Registrar in respect of such declaration with

The provisions contained in sub-rule (1) shall not be applicable to a

11. Annual Return-.

two percent, or more

shareholding position of promoters and top ten shareholders of the

Explanation.- For the purpose of this sub-rule, the change means

reasonable time on every working day as the

payment of such fee as may be specified in the articles of association of the

Any such member, debenture holder, security holder or beneficial

The register of members along with the index shall be preserved

The register of debenture holders or any other security holders

Copies of all annual returns prepared under section 92 and

The foreign register of members shall be preserved permanently,

The foreign register shall be kept in the custody of the company

A copy of the proposed special resolution in advance to be filed

member, debenture-holder, other security holder or beneficial owner of

general meeting in accordance with sub-section (4) of section 100,

If the resolution is to be proposed as a special resolution, the